COSAN
S.A. INDÚSTRIA E COMÉRCIO
Corporate
Taxpayer's ID (CNPJ/MF): 50.746.577/0001-15
Corporate
Registry (NIRE): 35.300.177.045
Minutes
of the Board of Directors’ Meeting,
Held
on October 26, 2009
1. Date,
Time and Venue: October 26, at 10:00 a.m., at the Company’s
administrative offices at Avenida Juscelino Kubitschek, 1726, 6º andar, in the
city and state of São Paulo.
2. Attendance:
All members of the Company’s Board of Directors, namely: Rubens
Ometto Silveira Mello (Chairman), Pedro Isamu
Mizutani, (Vice-Chairman), Burkhard
Otto Cordes, Serge
Varsano (represented by Rubens Ometto Silveira Mello), Marcelo
Eduardo Martins, Maílson
Ferreira da Nóbrega, Marcelo de Souza Scarcela Portela, Pedro Luiz Cerize
and Roberto de
Rezende Barbosa (members).
3. Call
Notice: The call notice was sent by e-mail and waived in view of the
presence of all members.
4. Presiding: Chairman: Rubens Ometto
Silveira Mello; Secretary: Maria Rita de
Carvalho Drummond.
5. Agenda:
(a) To approve the entering into of a Pre-Export Finance Facility Agreement between the
(i) Company, (ii) Cosan Limited, as guarantor, (iii) Calyon, as lead bank
and agent, and (iv) other financial institutions, in the amount of
US$ 250,000,000.00 (two hundred and fifty million U.S. dollars), for a
term of 3 (three) years, authorizing the signature of all the documents needed
to execute said agreement; (b) To approve the execution of an Export Note by the
Company, whose borrower is Banco BTG Pactual S.A., a financial institution with
headquarters at Praia de Botafogo, nº 501, 5º e 6º andares, in the city and
state of Rio de Janeiro (RJ), inscribed in the corporate roll of taxpayers
(CNPJ) under no. 30.306.294/0001-45 (“BTG Pactual”), for a term of 3 (three)
years, in the amount of US$ 100,000,000.00 (one hundred million U.S. dollars);
(c) to approve the acquisition, through the indirect subsidiary AGRÍCOLA PONTE
ALTA S.A., of 28 (twenty-eight) ships, pursuant to the Ship Purchase Agreement
and Other Covenants, entered into on October 1, 2009.
6. Resolutions
Taken Unanimously with no Restrictions:
01. item “a” of the agenda:
Those present having read and analyzed the agreement in question, the Company’s
management was authorized to carry out all acts related to the execution of the
Pre-Export Finance Facility Agreement between the Company, the above-mentioned
parties and/or other financial institutions, in the amount of US$
250,000,000.00 (two hundred and fifty million U.S. dollars), for a term of 3
(three) years, and to sign all the documents needed to execute said agreement;
02. item “b” of the
agenda: Those present approved the execution of an Export Note by the
Company, whose borrower is Banco BTG Pactual S.A., a financial institution with
headquarters at Praia de Botafogo, nº 501, 5º e 6º andares, in the city and
state of Rio de Janeiro (RJ), inscribed in the corporate roll of taxpayers
(CNPJ) under no. 30.306.294/0001-45 (“BTG Pactual”), for a term of 3 (three)
years, in the amount of US$ 100,000,000.00 (one hundred million U.S. dollars);
03. item “c” of the
agenda: Those present also approved the acquisition, through the indirect
subsidiary AGRÍCOLA PONTE ALTA S.A., of the ships currently leased and used by
the Company to transport sugarcane to its plant in Jaú, in the district of
Potunduva (Diamante Plant), for R$ 12,115,000.00 (twelve million, one hundred
and fifteen thousand reais). The Board Members recorded that said acquisition
had been discussed and approved at the Board Meeting of August 7,
2009.
7.Closure: There being no further
business on the agenda, the Chairman brought the meeting to a close and these
minutes were drawn up, read, found to be in compliance and signed by all those
present. São Paulo, October 26, 2009. (signatures) Rubens
Ometto Silveira Mello – Chairman of the Board of Directors, Pedro Isamu
Mizutani – Vice-Chairman of the Board of Directors, Burkhard
Otto Cordes, Marcelo Eduardo Martins, Roberto de Rezende Barbosa,
Maílson Ferreira da Nóbrega, Pedro Luiz Cerize, Serge Varsano (represented by
Rubens Ometto Silveira Mello) and Marcelo de Souza Scarcela Portela –
Members.
This
is a free translation of the original document filed in the Company’s
records.
São
Paulo (SP), October 26, 2009
MARIA
RITA DE CARVALHO DRUMMOND
Secretary